AMENDMENT NO. 2
Dated as of September 28, 2020
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of June 14, 2019
THIS AMENDMENT NO. 2 (this Amendment) is made as of September 28, 2020 by and among Chart Industries, Inc., a Delaware corporation (the Company), Chart Industries Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée), incorporated under the laws of Luxembourg, having its registered office at 2, rue des Dahlias, L-1411 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 148.907 (Chart Luxembourg), Chart Asia Investment Company Limited, a private limited company incorporated under the laws of Hong Kong with company number 1174361 and having its registered office address at 36/F., Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong (Chart Hong Kong and, together with the Company and Chart Luxembourg, the Borrowers), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the Administrative Agent), under that certain Fourth Amended and Restated Credit Agreement dated as of June 14, 2019 by and among the Borrowers, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Company has requested that the requisite Lenders and the Administrative Agent agree to a certain amendments to the Credit Agreement;
WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment.
1. Amendments to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that the Credit Agreement is hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended to add the following definitions thereto in the appropriate alphabetical order:
Ancillary Documents shall have the meaning assigned to such term in Section 9.13.
CryoBio Divestiture shall mean the disposition pursuant to which the Company (and/or one or more of its Subsidiaries) will divest its cryobiological products business to Cryoport, Inc., all as more specifically described in the Companys Current Report on Form 8-K dated August 24, 2020 and filed with the SEC on August 25, 2020.